Judge: Kevin C. Brazile, Case: 22STCV26895, Date: 2023-07-12 Tentative Ruling

Hearing Date: July 12, 2023

Case Name: Exclusive Caregivers of California, Inc. v. Wildflower Brands Inc., et al.

Case No.: 22STCV21501 

Matter: Motion for Judgment on the Pleadings 

Moving Party: Defendant Eaze Technologies, Inc.

Responding Party: Plaintiff Exclusive Caregivers of California, Inc.

Notice: OK

Ruling: The Motion for Judgment on the Pleadings is denied.

Moving party to give notice.

If counsel do not submit on the tentative, they are strongly 

encouraged to appear by LACourtConnect rather than in person due to the COVID-19 pandemic. 

On July 1, 2022, Plaintiff Exclusive Caregivers of California, Inc. filed a Complaint against Defendants Wildflower Brands Inc., WMI Consulting Ltd., Stephen Pearce, William Maclean, Eaze Technologies, Inc., Gregory J. Gaspar, and Chris Navarro for (1) conversion, (2) conversion, (3) common count, (4) money had and received, (5) unjust enrichment, (6) unjust enrichment, (7) conspiracy, (8) conspiracy, (9) breach of contract, (10) accounting, (11) implied indemnity, (12) contribution, (13) violation of the UCL, (14) declaratory relief, and (15) rescission.

Defendant Eaze Technologies, Inc. (“Eaze”) seeks judgment on the pleadings as to the Complaint for failure to state sufficient facts.

“A defendant may move for judgment on the pleadings on the ground that the complaint does not state facts sufficient to state a cause of action against that defendant. A motion for judgment on the pleadings ‘is equivalent to a demurrer . . . .’ Leave to amend ‘is properly denied if the facts and nature of plaintiffs’ claims are clear and under the substantive law, no liability exists.’ ”  (Templo v. State¿(2018) 24 Cal.App.5th 730, 735.)  

Eaze argues that the allegations against it “are directly contrary to the terms of the Master Services Agreement (‘MSA’) that formed the basis for the relationship between the parties and entered into by Plaintiff on December 3, 2018.  The central basis for all Plaintiff’s claims against Eaze arise out of the parties relationship through the MSA, which Plaintiff references, and misrepresents the terms of, numerous times throughout its Complaint in order to justify the claims made against Eaze. More importantly, Plaintiff ignores the identity of the correct contracting entity as the MSA is between Plaintiff and Eaze Solutions, not Eaze Technologies. Accordingly, the MSA should be incorporated by reference into the Complaint and/or taken judicial notice of so the Court may review and consider the identity of the correct entity in privity with the MSA, its true terms and the responsibilities of the parties thereto.”

Plaintiff argues that judicially noticeable facts show that Eaze changed its name to Eaze Solutions.

In Reply, Eaze argues that “[t]here are a multitude of reasons why a corporation changes its name, including but not limited to acquisition, dissolution, and/or a change in corporate structure or ownership, and the legal effect of the name change on corporate assets and liabilities ultimately depends on how the name change came to be. Here, this would require discovery and the review of extrinsic evidence which is inappropriate at this juncture.”

This is precisely correct.  A factual dispute has arisen, the resolution of which is inappropriate for the instant Motion.  The pleadings and judicially noticeable facts indicate a potential basis for liability against Defendant, and that is sufficient at this juncture.  

As discussed, Eaze also argues that “as the terms of the MSA demonstrate, Eaze was not required to act as alleged in Plaintiff’s Complaint. Accordingly, there is no factual basis to allege Eaze had such requirements, and it therefore cannot be held liable for allegedly failing or refusing to take such actions.”

But, there is no breach of contract claim alleged against Eaze, and, if Eaze did actually collect Plaintiff’s money without remitting it to Plaintiff, Eaze could potentially be liable for tort claims, even if it acted contrary to the parties’ agreement.

Therefore, the Motion is denied.  The Requests for Judicial Notice are granted.  

Moving party to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear by LACourtConnect rather than in person due to the COVID-19 pandemic.